Asia Securities Industry & Financial Markets Association

Agreement Among International
Underwriters (Hong Kong IPO Version)Standard Form, Version 2.0
Last Updated: 28 June 2024

DEVELOPING ASIAN CAPITAL MARKETSAny person using this Agreement Among International Underwriters (HongKong IPO Version) (“Agreement Among International Underwriters”) shallbe deemed to have read, understood and agreed to the terms set out below:(i)This Agreement Among International Underwriters is provided solely as a guide andis not intended to be, and must not be regarded or relied upon as, legal or otherprofessional advice or opinions on any matters. Use of this Agreement Among
International Underwriters is voluntary.
You are advised to seek your own
professional advice as necessary.

(ii)

All market participants signing an agreement among international underwriters are
responsible for exercising their own independent judgment as to whether a particular
agreement is appropriate under the particular circumstances and conditions applicableto them.

(iii)

Any description of legal or regulatory provisions in this Agreement Among
International Underwriters is for informational and summary purposes only and is notintended to convey the full extent or details of regulatory obligations that may apply
to any firm or individual. Any persons using this this Agreement Among International
Underwriters are encouraged to undertake their own review of relevant laws, rules,
codes, guidelines and circulars and other materials and are responsible for making
their own determination as to their legal and regulatory obligations.

(iv)

ASIFMA, its member firms and any other persons who have contributed to thedevelopment of this Agreement Among International Underwriters: (a) accept no
responsibility or liability in any form for any errors or omissions in this Agreement
Among International Underwriters or for any losses or damages howsoever arisingfrom, including any act or inaction in reliance on, any of its contents or omissions; (b)make no representations or warranties of any kind and specifically disclaim any
implied representations or warranties of merchantability, fitness for a particularpurpose, completeness or accuracy of this Agreement Among International
Underwriters; (c) make no representations that the use of or reference to thisAgreement Among International Underwriters will satisfy any legal, regulatory orother obligations; and (d) disclaim any on-going duty or obligation to update or revise
this Agreement Among International Underwriters or notify any persons of changes
to laws, regulations or regulatory guidance that may affect the use or application ofthis Agreement Among International Underwriters.

This Agreement Among International Underwriters has been created for the benefit of allindustry participants. It is not owned, copyrighted or protected by ASIFMA.

Page 2

Agreement Among International Underwriters (Hong Kong IPO Version)
1.

General1.1

Applicability of Agreement Among International Underwriters: The terms of thisagreement among International Underwriters, including the Schedules hereto (the“Agreement Among International Underwriters” or “this Agreement”), shall apply
in respect of the International Offering. This Agreement is conditional upon theexecution of the International Underwriting Agreement.

1.2

Certain Definitions; Construction:
1.2.1

In this Agreement, unless the context otherwise requires, defined terms
used herein shall have the meanings ascribed to them in Schedule 2
hereto.

1.2.2

The headings in this Agreement are for convenience only and shall notaffect the interpretation of this Agreement.

1.2.3

The Schedules form part of this Agreement and shall have the sameforce and effect as if expressly set out in the body of this Agreement andany reference to this Agreement shall include the Schedules.

1.2.4

Except where the context otherwise requires, in this Agreement:(1)

references to “Sections” and “Schedules” are to clauses of andschedules to this Agreement;(2)

the terms “herein”, “hereof”, “hereto”, “hereinafter” and similarterms shall in each case refer to this Agreement as a whole andnot to any particular clause, paragraph, sentence, schedule orother subdivision of this Agreement;(3)

the term “or” is not exclusive;(4)

the terms “purchase” and “purchaser”, when used in relation to
the Shares, shall include, respectively, a subscription for the
Shares and a subscriber for the Shares, and the term “purchase”,
when used herein, shall include references to purchase andprocurement of purchasers to purchase, as appropriate;(5)

the terms “sell” and “sale”, when used in relation to the Shares,
shall include an allotment or issuance of the Shares by theCompany;(6)

references to any statute or statutory provisions, or rules orregulations (whether or not having the force of law), shall be
construed as references to the same as amended, varied, modified,consolidated, re-enacted and/or replaced from time to time
(whether before or after the date of this Agreement) and to any
subordinate legislation made under such statutes or statutory
provisions;(7)

references to “persons” shall include natural persons, bodies
corporate, unincorporated associations and partnerships;(8)

references to a “subsidiary” or “holding company” shall be thesame as defined in Section 15 and Section 13, respectively, of theCompanies Ordinance;

Page 3(9)unless otherwise specified, references to an “affiliate” or“affiliated”, in relation to any person, shall be to any other person
which directly or indirectly through one or more intermediaries
controls or is controlled by or is under common control with such
person; for the purposes of the foregoing, “control” means thepower, directly or indirectly, to direct or cause the direction of the
management and policies of a person, whether through theownership of voting securities, by contract or otherwise, and“controlled by” and “under common control with” shall be
construed accordingly;(10) unless otherwise specified, references to times of day and dates
are to Hong Kong times and dates, respectively; and(11) any reference to the singular shall include the plural and vice versa.
2.

3.

Documentation; Offering Materials
2.1

Documentation Provided to International Underwriters: The Overall Coordinator
will provide to each International Underwriter: (1) the executed form of theInternational Underwriting Agreement; (2) the executed form of the agreement
among Hong Kong Underwriters (the “Agreement Among Hong Kong
Underwriters”); (3) the form of the agreement between international and Hong
Kong underwriting syndicates (the “Agreement Between Syndicates”); and (4) aschedule detailing the number of International Offer Shares to be purchased bysuch International Underwriter. Unless otherwise set forth in Schedule 1 hereto,
the Overall Coordinator will also advise each International Underwriter of the basic
terms of the International Offering, including the Offer Price, the purchase priceto be paid for the International Offer Shares, the underwriting and management
commissions (when available), the praecipium to be paid to the Overall
Coordinator (if any), the selling concession (if any), any applicable expense,
reimbursement and the specific settlement arrangements, which terms shall beapproved or deemed approved by each International Underwriter in the mannerso advised by the Overall Coordinator.

2.2

Offering Materials: The Overall Coordinator will provide to each International
Underwriter, or make arrangements for such International Underwriter to obtain,
as soon as practicable after sufficient quantities thereof are made available by theCompany, copies (which may, to the extent permitted by law, be in electronic form)of the Preliminary Offering Circular, the Disclosure Package and the Final Offering
Circular, as amended or supplemented, if applicable.

Purchase and Sale of International Offer Shares
3.1

Agreement to Purchase; Offer and Sale of International Offer Shares: EachInternational Underwriter agrees that it will, on a several basis and subject to theterms and conditions of the International Underwriting Agreement, purchase or
procure purchasers for the number of International Offer Shares provided therein
to be purchased by it (such number of International Offer Shares being hereinreferred to as the “Purchase Obligation” of such International Underwriter). EachInternational Underwriter agrees to offer and sell any International Offer Sharesacquired as an International Underwriter or allotted to it for sale on the terms andconditions specified under the selling arrangements advised by the Overall
Coordinator and as may be varied by the Overall Coordinator from time to time.
International Underwriters may satisfy their obligations to purchase International
Offer Shares by procuring on behalf of the Company purchasers for theInternational Offer Shares.

3.2

Consent for Increase in Shares to be Purchased: Notwithstanding the provisionsof Section 3.1, the consent of an International Underwriter shall be required forPage 4

any increase in the number of shares to be purchased by such International
Underwriter under the International Underwriting Agreement, except in thefollowing cases: (1) an increase in the number of International Offer Shares to bepurchased by such International Underwriter which is caused by the failure ofanother International Underwriter or International Underwriters to perform its ortheir obligations under the International Underwriting Agreement; or (2) anincrease in the number as a result of: (a) an increase in the number ofInternational Offer Shares to be purchased by the International Underwriters as awhole, (b) a reallocation of the number of International Offer Shares among theInternational Underwriters; or (c) any other cause, which in any such casedescribed in clauses (a) through (c) above results in an aggregate net change of
25% or less in the number of International Offer Shares to be purchased by such
International Underwriter.
3.3

Release of Firm Shares: The Firm Shares shall be released for subscription at theOffer Price (plus applicable Brokerage, Trading Fee and Transaction Levies) as soonafter the execution and delivery of the International Underwriting Agreement as
the Overall Coordinator in its discretion shall determine but (except with theconsent of such of the International Underwriters whose Purchase Obligations
aggregate 50% or more of the Firm Shares under the International Underwriting
Agreement) not later than 30 calendar days after the date of the Hong Kong
Prospectus.

3.4

Allocation and Delivery of Shares: Each International Underwriter (other than theOverall Coordinator) authorizes the Overall Coordinator to allocate for sale and todeliver to banks, brokers, dealers and financial institutions selected by the Overall
Coordinator (collectively, “dealers”), which may include any of the International
Underwriters, such number as the Overall Coordinator may determine ofInternational Offer Shares which such International Underwriter agrees topurchase under the International Underwriting Agreement. Such allocations shallbe made for the respective accounts of the International Underwriters in suchproportions as the Overall Coordinator may determine. Such allocations shall bemade at the Offer Price (plus applicable Brokerage, Transaction Levies and TradingFee) less all or any part of the selling concession to dealers (if any) as the Overall
Coordinator may determine. Each International Underwriter authorizes the Overall
Coordinator, on its behalf and as its representative, to take all such actions as theOverall Coordinator may deem advisable in respect of all matters pertaining toallocations of International Offer Shares pursuant to this Section 3.4.

3.5

Prohibited Applications: Each of the International Underwriters agrees andundertakes that (except to the extent the SEHK’s consent is not required under
Appendix F1 to the Listing Rules (the “Placing Guidelines”) or has been obtained
pursuant to paragraph 5 of the Placing Guidelines): (1) it and the placees procured
by it and their respective ultimate beneficial owners are third parties independentof the Company; (2) none of the securities in the Company placed by or throughit have been or will be allocated to any: (a) “core connected persons” (as definedin the Listing Rules) of the Company, any directors or existing shareholders of theCompany (or any of their respective “close associates”) (as defined in the Listing
Rules), whether in their own name or through nominees; or (b) “connected clients”
of the Overall Coordinator, any syndicate member(s) (other than the Overall
Coordinator) or any distributor(s) (other than syndicate member(s)); or(c) person who is a nominee company (unless the names of the ultimate
beneficiaries are disclosed to the SEHK); or (d) person acting in such manner
which does not comply with the laws, practices and/or regulations of thejurisdiction in which the application by, or the solicitation of, such person takes
place (or to which such application or the solicitation is otherwise subject)including but not limited to the Placing Guidelines; or (e) person who has appliedor will apply for Hong Kong Offer Shares under the Hong Kong Public Offering;and (3) the placees procured by it and their respective ultimate beneficial owners
have the financial capacity to meet all obligations arising from such orders, andPage 5

are not financed directly or indirectly by, or accustomed to taking instructions from,the Company, any of the directors, chief executives, controlling shareholder(s),substantial shareholder(s) or existing shareholder(s) of the Company or any of its
subsidiaries, or a close associate of any of them.
3.6

4.

Sub-Underwriters: Except as otherwise permitted in the International
Underwriting Agreement or in Schedule 1 hereto, no International Underwriter
may appoint any sub-underwriter or undertake any sub-underwriting in respect ofany part of its Purchase Obligation.

Overall Coordinator’s Authority
4.1

Representative of International Underwriters: In taking all actions hereunder,
except in the performance of its own obligations hereunder and under theInternational Underwriting Agreement, the Overall Coordinator shall act only as
representative of each of the International Underwriters.

4.2

International Underwriting Agreement and Agreement Between Syndicates:
4.2.1

The Overall Coordinator shall have the sole authority to take action on
behalf of the International Underwriters under the International
Underwriting Agreement.

4.2.2

Each International Underwriter acknowledges and agrees that:(1)subject to any applicable power of attorney, the Overall
Coordinator is authorized by each International Underwriter (otherthan the Overall Coordinator) as its representative to execute anddeliver the International Underwriting Agreement and theAgreement Between Syndicates and to exercise in its discretion allof the authority vested in the Overall Coordinator thereunder;(2)

the Overall Coordinator is authorized by each International
Underwriter (other than the Overall Coordinator) (acting as its
representative) to take all action that the Overall Coordinator
believes desirable in carrying out the provisions of theInternational Underwriting Agreement, the Agreement Between
Syndicates and this Agreement, including authority to agree tochanges in: (a) those who are to be International Underwriters;(b) subject to Section 3.2 (Consent for Increase in Shares to be
Purchased) of this Agreement, the Purchase Obligation of such
International Underwriter in the International Underwriting
Agreement; and (c) the terms or performance of the International
Underwriting Agreement, the Agreement Between Syndicates andthis Agreement which, in the Overall Coordinator’s sole judgment,
will not have a material adverse effect upon the interests of such
International Underwriter; and(3)this Agreement, the International Underwriting Agreement andthe Agreement Between Syndicates allows certain decisions,agreements, approvals and consents to be given or made on
behalf of the International Underwriters by, and certain rights,
discretions and powers to be granted to or exercisable on behalfof the International Underwriters by, the Overall Coordinator,
including but not limited to: (a) exercising the right to extend thedeadline for fulfilment of, or to waive all or part of, any of theconditions to which the International Underwriting Agreement issubject; (b) terminating the International Underwriting
Agreement pursuant to its terms; (c) reallocating the Offer Shares

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between the Hong Kong Public Offering and the International
Offering; and (d) agreeing the Offer Price.
4.3

Exercise of Rights Under the International Underwriting Agreement: EachInternational Underwriter (other than the Overall Coordinator) authorizes theOverall Coordinator as its agent and on its behalf in the sole and absolute
discretion of the Overall Coordinator to exercise or waive any and all rights anddiscretions granted to that International Underwriter under the International
Underwriting Agreement or expressed to be exercisable by the Overall Coordinator(on behalf of the International Underwriters), including but not limited to: (1)making deductions from the gross proceeds to the International Underwriters
pursuant to the terms of the International Underwriting Agreement; and (2) the
discretion to give consent to the Company, the Selling Shareholders and/or
Controlling Shareholders, as the case may be, to take certain actions pursuant to
the International Underwriting Agreement.

4.4

Performance of Acts: Each International Underwriter (other than the Overall
Coordinator) authorizes the Overall Coordinator as its agent and attorney and on
its behalf in the sole and absolute discretion of the Overall Coordinator (but not
the obligation) to: (1) do all acts which such International Underwriter is (or all
the International Underwriters together are) required or entitled to do inconnection with the International Offering and the Hong Kong Public Offering; and(2) give or make any representations, decisions, agreements, approvals andconsents, or exercise or waive any rights, discretions and powers, provided orcontemplated by the International Underwriting Agreement, the Agreement
Between Syndicates or this Agreement to be given, made, exercised or waived (orcapable of being given, made, exercised or waived) on behalf of that International
Underwriter (or all the International Underwriters together) by the Overall
Coordinator.

4.5

Disputes Relating to the Purchase Obligations: Each International Underwriteragrees that the Overall Coordinator’s determination shall be conclusive andbinding on it in the event of any dispute on matters relating to the Purchase
Obligations of the International Underwriters.

4.6

Arrangement Letter and Comfort Letters: Each International Underwriter (otherthan the Overall Coordinator) authorizes the Overall Coordinator, as its agent andattorney and on its behalf, to agree to and enter into a letter with: (1) the
Reporting Accountants to determine the scope and limitations of the work to be
performed by the Reporting Accountants in connection with the rendering ofcertain comfort letters relating to the International Offering and to agree to theform and substance of the comfort letters to be issued in connection therewith;and (2) the Reporting Accountants or an internal controls consultant to determine
and agree the scope of work and format in connection with the internal controls
review.

4.7

Filing of Notices and Reports: Each International Underwriter (other than theOverall Coordinator) authorizes the Overall Coordinator to file with any Authority
any notices and reports required to be filed in connection with the transactions
effected by the Overall Coordinator on behalf of or for the account of such
International Underwriter pursuant to this Agreement and agrees to furnish theOverall Coordinator with any information and certificates needed for such notices
and reports.

4.8

Ratification of Actions: Each International Underwriter ratifies all action taken by
the Overall Coordinator under this Section 4 and undertakes on demand to ratify
any action taken after the date hereof pursuant to this Section 4.

Page 7

5.

Payment and Settlement
5.1

5.2

Payment for and Delivery of Shares:
5.1.1

The Settlement Manager will pay to the Company the requisite payment
for the International Offer Shares purchased under the International
Underwriting Agreement, and upon the request of the Overall
Coordinator, each International Underwriter will pay, or procure that
there shall be paid, to the Settlement Manager not later than the closeof business on the same day of such request the requisite payment for
the International Offer Shares purchased or to be purchased by such
International Underwriter under the International Underwriting
Agreement. Such payment shall be made in such currency and to suchaccounts and at such times and places as may be specified in such
request.

5.1.2

Each International Underwriter (other than the Settlement Manager)
authorizes the Settlement Manager, in its discretion, to make or cause
to be made payment for the International Offer Shares purchased or tobe purchased by such International Underwriter under the International
Underwriting Agreement, against delivery thereof for its account. EachInternational Underwriter (other than the Settlement Manager)
authorizes the Settlement Manager to receive for the account of such
International Underwriter, without interest and subject to deduction ofsuch amounts as agreed in this Agreement and/or the Agreement
Between Syndicates, the commissions and the selling concessions (if any)
payable to such International Underwriter under Section 6 (Fees,
Commissions, Brokerage and Expenses) of this Agreement.

5.1.3

Each International Underwriter which is a member of the Hong Kong
Central Clearing and Settlement System (“CCASS”) authorizes the
Settlement Manager, in its discretion, to arrange for delivery ofInternational Offer Shares to or for the account of such International
Underwriter through the facilities of CCASS and for payment therefor by
and to such International Underwriter.

5.1.4

Any delivery of Shares by the Overall Coordinator to each International
Underwriter and payments pursuant to this Agreement and any othersettlements contemplated under this Agreement shall be in accordancewith the procedures specified by the Overall Coordinator to each
International Underwriter.

5.1.5

International Offer Shares purchased by each International Underwriterunder the International Underwriting Agreement shall be delivered tosuch International Underwriter as promptly as practicable after theirreceipt by the Overall Coordinator.

Authority to Borrow: Each International Underwriter (other than the Settlement
Manager) authorizes the Settlement Manager, in its discretion, as agent for such
International Underwriter, to: (1) advance funds, charging current interest rates,or arrange loans at the current interest rates, for such International Underwriter’s
account in connection with the purchase, carrying, sale and distribution of theInternational Offer Shares for such International Underwriter’s account under thisAgreement and for any other of the purposes of this Agreement; (2) execute anddeliver any notes or other instruments evidencing such advances or loans, to holdor pledge as security any or all of such International Offer Shares; and (3) give
all instructions to the lenders with respect to any such loans and the proceeds
thereof, which instructions the lenders are hereby authorized to accept. In theevent of any such advance or loan, repayment thereof shall, in the discretion ofPage 8the Settlement Manager, be effected prior to the making of any remittance ordelivery pursuant to this Section 5.
5.3

6.

7.

Reporting Obligation: Each International Underwriter agrees that, from time totime prior to the settlement of accounts hereunder, it will furnish to the Overall
Coordinator such information as the Overall Coordinator may request in order todetermine the number of International Offer Shares purchased by it under theInternational Underwriting Agreement which then remains unsold, and such
International Underwriter will upon the Overall Coordinator’s request sell to theOverall Coordinator for the account of any International Underwriter as many ofsuch unsold International Offer Shares as the Overall Coordinator may designate
at the Offer Price, less all or any part of the selling concession to dealers (if any)as the Overall Coordinator may determine in its discretion.

Fees, Commissions, Brokerage and Expenses
6.1

Fees, Commissions and Brokerage: Fees, commissions and brokerage inconnection with the International Offering shall be as set forth in and shall besettled in accordance with Schedule 1 hereto.

6.2

Expenses: Expenses in connection with the International Offering shall beallocated and settled as set forth in Schedule 1 hereto.

6.3

Interest on Funds: Unless otherwise set forth in Schedule 1 hereto, the Settlement
Manager shall not be accountable for and shall be entitled to retain interest on
funds in its hands, and any such funds may be held by it unsegregated from its
general funds.

Stabilization
7.1

Stabilizing Manager: Each International Underwriter (other than the Stabilizing
Manager) authorizes the Stabilizing Manager (or any person acting for it), in its
discretion, and for the account of such International Underwriter, and inconnection with stabilization transactions or otherwise, to over-allocate Firm
Shares and to purchase and sell Shares, for long or short account, in such amounts,
at such prices and times, on such terms and in such manner as the Stabilizing
Manager (or any person acting for it) may determine. At no time (except as set
forth below in the event of default of any International Underwriter in carrying out
its commitment under this Section 7) shall the net commitment of any
International Underwriter, for either long or short account, resulting from suchoverallotments and such purchases and sales under this Section 7 exceed 20% of
the number of Firm Shares which such International Underwriter agrees topurchase under the International Underwriting Agreement (it being agreed thatfor the purposes of such calculation the net commitment for short account of any
International Underwriter shall be deemed to be reduced by the maximum numberof Optional Shares which such International Underwriter is entitled to purchaseunder the International Underwriting Agreement).

7.2

Short and Long Positions: Each International Underwriter (other than the
Stabilizing Manager) authorizes the Stabilizing Manager (or any person acting forit), in its discretion and for the account of such International Underwriter, to cover
any short position or sell any long position created by the Stabilizing Manager forthe account of such International Underwriter pursuant to this Section 7, in suchamounts, at such prices, on such terms and in such manner as the Stabilizing
Manager (or any person acting for it) may determine. Such purchases and sales,through overallotments or otherwise and in connection with stabilizationtransactions or otherwise under this Section 7, shall be for the respective accountsof the International Underwriters in the same proportions, or as nearly as may bepracticable, as the respective Purchase Obligations of the International
Underwriters; provided, however, that, if any International Underwriter defaults

Page 9in carrying out its commitment under this Section 7, the other International
Underwriters not so defaulting shall assume its commitment in the same
proportions as the respective Purchase Obligations of such other International
Underwriters, without, however, relieving such defaulting International
Underwriter from its liability therefor.

8.

7.3

Exercise of Overallotment Option: Each International Underwriter (other than theOverall Coordinator) authorizes the Overall Coordinator for the account of such
International Underwriter (but subject to this Section 7), to exercise all or such
portion of any option to purchase Optional Shares under the International
Underwriting Agreement as the Overall Coordinator in its discretion shalldetermine.

7.4

Stabilization Losses and Profits: All liabilities, expenses or losses arising fromover-allocations and stabilizing activities and all profits or gains arising from overallocations and stabilizing activities shall be allocated as set forth in the attached
Schedule 1.

7.5

No Stabilizing Transactions or Price Maintenance: Each International Underwriterrepresents and warrants that it (and its affiliated purchasers) has not made andundertakes that it will not (and will cause its affiliated purchasers not to) makebids or purchases or effect any other transactions (including but not limited to
issuing any option or derivative or structured product which has, as its underlying
asset, any Shares), whether in the open market or otherwise, for the purpose ofor with a view to creating actual, or apparent, active trading in the Shares orraising, stabilizing or maintaining the price of the Shares to or at levels other thanthose which might otherwise prevail in the open market; provided, however, that,for the avoidance of doubt, this restriction shall not apply to the Stabilizing
Manager (or any person acting for it) in its capacity as Stabilizing Manager and to
any stabilization transactions and activities relating to the Shares conducted by
the Stabilizing Manager (or any person acting for it) in accordance with applicablelaws and regulations.

7.6

Termination of Stabilization: The provisions of the first sentence of this Section 7
will terminate at the close of business on the thirtieth day following the last day
for lodging applications under the Hong Kong Public Offering, unless any of suchprovisions are terminated at such earlier time as the Overall Coordinator may
determine by notice to that effect sent to each other International Underwriter.

Indemnification; Contribution; Waiver of Liability
8.1

Indemnification: Each International Underwriter severally agrees to indemnify,
hold harmless and reimburse each other International Underwriter, the respective
affiliates (within the meaning of Rule 405 under the Securities Act) of such other
International Underwriter, and each person, if any, who controls such other
International Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, to the extent, and upon the terms, that such
International Underwriter agrees to indemnify, hold harmless and reimburse theCompany pursuant to the provisions of the International Underwriting Agreement.
This indemnity agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of such other International Underwriter orcontrolling person or any statement made to any Authority as to the results thereof.
Further, each International Underwriter severally agrees to indemnify, holdharmless and reimburse each other International Underwriter, the respective
affiliates (within the meaning of Rule 405 under the Securities Act) of such other
International Underwriter, and each person, if any, who controls such other
International Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, from and against any and all claims, actions,proceedings, investigations, losses, expenses, damages and liabilities (including
fees and disbursements of counsel) arising from any breach by it of any provision

Page 10

in Section 3.1 (Agreement to Purchase; Offer and Sale of International Offer
Shares), Section 5.1 (Payment for and Delivery of Shares) and Section 9(Representations, Warranties and Undertakings) of this Agreement.
8.2

Contribution:
8.2.1

Each International Underwriter severally agrees to pay upon request, as
contribution, its proportionate share, based upon the respective
Purchase Obligations of the International Underwriters, of any losses,
claims, expenses, damages or liabilities, joint or several, under the
Securities Act or the Exchange Act or the common law or otherwise, paid
or incurred by any International Underwriter (including the Overall
Coordinator, individually or as representative of the International
Underwriters) to any person other than an International Underwriter(including amounts paid by an International Underwriter as contribution)
which is not paid for or reimbursed by the Company or the Controlling
Shareholders, as the case may be, pursuant to the terms of theInternational Underwriting Agreement, arising out of or based upon: (1)any untrue statement or alleged untrue statement of any material fact
contained in the Disclosure Package, the Final Offering Circular, or any
amendment or supplement thereto, or any document or information
which may be attached to and made a part of any of them, or any otherselling or advertising material used with the consent of the Overall
Coordinator by the International Underwriters in connection with the saleof the International Offer Shares, or the omission or alleged omission tostate therein a material fact necessary in order to make the statements
therein not misleading (other than an untrue statement or alleged untrue
statement or omission or alleged omission to the extent made in reliance
upon and in conformity with information furnished to the Company inwriting by the International Underwriter seeking contribution expressly
for use therein); and (2) any act or omission to act or any alleged act oromission to act by the Overall Coordinator, individually or as
representatives of the International Underwriters, or by the International
Underwriters, as a group but not individually, in connection with anytransaction contemplated by this Agreement or undertaken in preparing
for the purchase, sale and delivery of Shares. Each International
Underwriter agrees to pay a proportionate share, based upon therespective Purchase Obligations of the International Underwriters, of any
legal or other expenses reasonably incurred by the Overall Coordinatoror with the Overall Coordinator’s consent, in connection withinvestigating or defending any such loss, claim, expense, damage or
liability, or any action in respect thereof.

8.2.2

In determining the amount of any International Underwriter’s obligation
under this Section 8.2, appropriate adjustment may be made by theOverall Coordinator to reflect any amounts received by any one or moreInternational Underwriters, pursuant to the indemnification orcontribution provisions of the International Underwriting Agreement orotherwise, in respect of the claim upon which such obligation is based.
In respect of any claim there shall be credited against the amount of any
International Underwriter’s obligation under this paragraph any loss,
damage, liability or expense which is paid or incurred by such
International Underwriter as a result of such claim being asserted
against it, and, if such loss, damage, liability or expense is paid or
incurred by such International Underwriter subsequent to any payment
by it pursuant to this Section 8.2, appropriate provision shall be madeto effect such credit, by refund or otherwise.

8.2.3

If any claim to which the provisions of this paragraph would be applicable
is asserted, the Overall Coordinator may take such action in connection

Page 11

with such claim as it deems necessary or desirable, including retentionof counsel for the International Underwriters, and in the Overall
Coordinator’s discretion separate counsel for any particular International
Underwriter or group of International Underwriters, and the fees anddisbursements of any counsel so retained by the Overall Coordinatorshall be included in the amounts of the International Underwriters’
obligations under this Section 8.2. The Overall Coordinator may, at its
discretion, consent to being named as the representative of a defendantclass of underwriters. Any International Underwriter may elect to retain
at its own expense its own counsel and, on advice of such counsel andwith the Overall Coordinator’s consent, may settle or consent to thesettlement of any such claim. The Overall Coordinator may settle orconsent to the settlement of any such claim, on advice of counsel
retained by the Overall Coordinator, with the approval of such of theInternational Underwriters whose Purchase Obligations aggregate tomore than 50% of the total Purchase Obligations of the International
Underwriters (including the Overall Coordinator). Whenever any
International Underwriter receives notice of the assertion of any claim towhich the provisions of this Section 8.2 would be applicable, such
International Underwriter will give prompt notice thereof to the Overall
Coordinator. Whenever the Overall Coordinator receives notice of theassertion of any such claim, the Overall Coordinator will give prompt
notice thereof to each International Underwriter. The Overall Coordinatoralso will furnish each International Underwriter with periodic reports, atsuch times as the Overall Coordinator deems appropriate, as to thestatus of any such claim and the action taken by the Overall Coordinatorin connection therewith.
8.2.4

8.3

In the event of the failure of any International Underwriter to fulfill its
obligations under this Section 8.2, such obligations may be charged
against the other International Underwriters not so defaulting in thesame proportions as the respective Purchase Obligations of such other
International Underwriters, without, however, relieving such defaulting
International Underwriter from its liability therefor. In determining
amounts payable pursuant to this paragraph, any loss, claim, damage,liability or expense paid or incurred, and any amount received, by any
person controlling the relevant International Underwriter within themeaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act or any affiliate (within the meaning of Rule 405 under the Securities
Act) of such International Underwriter which has been paid or incurredor received by reason of such control or affiliate relationship shall bedeemed to have been paid or incurred or received by such International
Underwriter.

Waiver of Liability: The Overall Coordinator shall be under no liability (except for
its want of good faith and for obligations expressly assumed under this Agreement)for or in respect of: (1) the validity or value of, or title to, any Shares; (2) theform of, or the statements contained in or omitted from, or the validity of theDisclosure Package or the Final Offering Circular, or any amendment or
supplement thereto, or any document or information which may be attached toand made a part of any of them, or any letters or instruments executed by or on
behalf of the Company or others; (3) the form or validity of the International
Underwriting Agreement, the Agreement Between Syndicates and/or thisAgreement; (4) the delivery of the International Offer Shares; (5) the
performance by the Company or the Controlling Shareholders, as the case may
be, of any agreement on its part; (6) the qualification for the sale of theInternational Offer Shares or sale under the laws of any jurisdiction or the rightof any International Underwriter or any other person to offer or sell theInternational Offer Shares in any jurisdiction; or (7) any matter in connection withany of the foregoing.

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9.

Representations, Warranties and Undertakings
9.1

Representations, Warranties and Undertakings of International Underwriters:
Each of the International Underwriters severally represents, warrants, covenants
and undertakes to the Overall Coordinator and each other as follows:
9.1.1

it acknowledges that no action has been taken by the Company or theOverall Coordinator that would, or is intended to, permit a public offer of
the Offer Shares in any country or jurisdiction where any such action forthat purpose is required, except Hong Kong, and accordingly, it has notoffered or sold or distributed and will not, directly or indirectly, offer orsell any Offer Shares or distribute or publish any offering circular,
prospectus, form of application, advertisement or other document or
information in any country or jurisdiction except in accordance with theprovisions of this Agreement and under circumstances that will result incompliance with all applicable laws and regulations, and it will make orobtain all necessary filings, consents or approvals, in each jurisdiction inwhich it purchases, offers, sells or delivers the Offer Shares;

9.1.2

it will offer and sell the International Offer Shares to be purchased by it
pursuant to the International Underwriting Agreement only (1) if theInternational Offering contemplates sales into the United States, topersons who it reasonably believes are “qualified institutional buyers”
within the meaning of Rule 144A under the Securities Act in transactions
meeting the requirements of Rule 144A or otherwise exempt from theregistration requirements of the Securities Act, but, if not itself aregistered dealer or broker under the Exchange Act, and a member ingood standing with FINRA, only through a designated affiliate as selling
agent that is a registered dealer or broker under the Exchange Act anda member in good standing with FINRA in accordance with Rule 15a-6
under the Exchange Act (and applicable interpretive guidance of the US
Securities and Exchange Commission issued in connection therewith), or(2) in offshore transactions within the meaning and meeting therequirements of Rule 903 of the Securities Act; provided further, thatwith respect to sales made in accordance with the foregoing clause (1),it will deliver to such persons, either with the confirmation of such saleor otherwise prior to settlement of such sale, a written notice to theeffect that the sale of the International Offer Shares may be made inreliance upon the exemption from the registration requirements of the
Securities Act provided by Rule 144A thereunder or another applicable
exemption;

9.1.3

neither it nor any of its affiliates (within the meaning of Rule 501(b)under the Securities Act) nor any person acting on its or their behalf hasoffered or sold or will offer to sell International Offer Shares by meansof (1) any “general solicitation” or “general advertising” within themeaning of Rule 502(c) under the Securities Act or any other conduct
involving a public offering within the meaning of Section 4(a)(2) of the
Securities Act or (2) any “directed selling efforts” within the meaning ofRule 902 under the Securities Act;

9.1.4

it has received copies of the Disclosure Package and the Final Offering
Circular and, if applicable, any amendment or supplement thereto andagrees that (1) it will distribute or dispatch the Disclosure Package andthe Final Offering Circular to any purchaser or prospective purchaser of
the International Offer Shares only in compliance with the selling
restrictions set forth in the Disclosure Package and the Final Offering
Circular or otherwise in compliance with the applicable laws andregulations of the relevant jurisdictions, (2) other than the Disclosure

Page 13

Package and the Final Offering Circular (and any amendment or
supplement thereto), it shall not distribute any other marketing material
in connection with the Global Offering without the consent of the Overall
Coordinator and (3) during the course of the Global Offering, it will
distribute the Disclosure Package and the Final Offering Circular in Hong
Kong only to “professional investors” within the meaning of the
Securities and Futures Ordinance;
9.1.5

it will not offer and sell Offer Shares in Hong Kong, other than (1) to“professional investors” within the meaning of the Securities and Futures
Ordinance and any rules made thereunder or (2) in circumstances which
do not constitute an offer to the public or an invitation of offers by the
public within the meaning of the Companies (Winding Up andMiscellaneous Provisions) Ordinance or which do not require a documentthat is a “prospectus” or do not result in any document being a“prospectus” as defined in the Companies (Winding Up andMiscellaneous Provisions) Ordinance;

9.1.6

other than the Disclosure Package and the Final Offering Circular, it will
not issue or have in its possession for the purpose of issuing (in eachcase whether in Hong Kong or elsewhere) any invitation or
advertisement or document relating to the Offer Shares which is directed
at, or the contents of which are likely to be accessed or read by, thepublic in Hong Kong (except if permitted to do so by the securities lawsof Hong Kong) other than with respect to the Offer Shares which are orare intended to be disposed of only to persons outside Hong Kong or
only to “professional investors” within the meaning of the Securities andFutures Ordinance and any rules made thereunder;

9.1.7

it has observed and complied with and will continue to observe andcomply with the selling restrictions in the relevant jurisdictions set forthin the Disclosure Package and the Final Offering Circular;

9.1.8

it has followed or complied and will continue to follow or comply with any
guidelines (including with respect to publicity, research and orderly
marketing) issued in connection with the Global Offering;

9.1.9

it will take all reasonable steps to provide to the SEHK the information
required to be submitted in the SEHK’s placee list template or by the
FINI interface or under the Listing Rules in relation to the placees andwill disclose in a timely manner to the Overall Coordinator and each other
International Underwriter as necessary any information that it becomesaware of in relation to any investors (or their beneficial owners) thatwould be relevant for compliance by the Overall Coordinator and eachother International Underwriter with their respective obligations toprovide placee information to the SEHK under the Listing Rules;

9.1.10no person employed by it or any of its associates or affiliates (being aperson to whom paragraph 16 of the Code of Conduct for Persons
Licensed by or Registered with the SFC applies) has received or solicitedfrom the Company, its directors, employees or substantial shareholders,or from any of their respective advisers, whether directly or indirectly,
any material information, including forward-looking information(whether qualitative or quantitative) concerning the Company that is not(1) reasonably expected to be included in the Hong Kong Prospectus or(2) publicly available, and it undertakes, for itself and on behalf of its
associates and affiliates, that none of the persons referred to above shallsolicit or seek such information at any time up to and including thefortieth day immediately following the date on which the Offer Price isPage 14determined inAgreement;

accordance

with

the

International

Underwriting

9.1.11

if it is a registered broker or dealer (or has an affiliated selling agent orpurchaser which is a registered broker or dealer) under the ExchangeAct, it (or such affiliated selling agent or purchaser) is a member in goodstanding and will comply with all applicable rules of FINRA, and it willcomply with Rule 15c2-11 under the Exchange Act, to the extent
applicable, in connection with the publication of quotations for theInternational Offer Shares; and9.1.12any global advertising with respect to the Global Offering shall be under
the control of the Overall Coordinator, and any regional advertising withrespect to the Global Offering shall be as agreed by the Overall
Coordinator.

9.2

Liability for Breaches: Any liability arising in respect of any breach of the above
representations, warranties and undertakings shall continue notwithstanding, andshall not be affected by, the completion of the purchase and issuance of the Sharesor the termination of this Agreement.

9.3

Notification to Overall Coordinator: Each International Underwriter undertakesthat it will give notice to the Overall Coordinator and each other if:
9.3.1

any matter or event comes to its attention which shows any of theforegoing representations, warranties and undertakings to be or to havebecome untrue or misleading or breached or which shows that theCompany or any Controlling Shareholder, as the case may be, is or has
been in breach of or in default under any of its obligations under theInternational Underwriting Agreement;

9.3.2

it becomes aware that any of the investors (or their beneficial owners)
falls within (1) any of the placee categories (other than “Not Applicable”
or, unless requested, “Non-SFC authorised fund”) as set out in the
SEHK’s placee list template or as required to be disclosed by the FINI
interface in relation to the placees or under the Listing Rules or (2) anyof the groups of the placees that would be required under the Listing
Rules (including but not limited to Rule 12.08A) to be identified in the
Company’s allotment results announcement; or

9.3.3

there shall occur any event or circumstance of which it is aware that willor may entitle the Overall Coordinator or any of the other parties to theInternational Underwriting Agreement to terminate or rescind theInternational Underwriting Agreement or to exercise any right, power ordiscretion thereunder which will or may in any way adversely affect the
Global Offering.

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10.

Defaulting International Underwriters; Unsold Shares; Termination
10.1 Failure to Purchase or Tender Payment for International Offer Shares: In the eventof failure of any International Underwriter to purchase or tender payment for any
International Offer Shares as provided under the International Underwriting
Agreement, the Overall Coordinator shall have the right (subject to the terms of
the International Underwriting Agreement) to: (1) arrange for other persons, who
may include the Overall Coordinator and one or more of the other International
Underwriters, to purchase the International Offer Shares which such defaulting
International Underwriter failed to purchase or tender payment for and to become
entitled to the commissions of such defaulting International Underwriter withrespect to the International Offer Shares so purchased; and (2) increase pro rata
the original Purchase Obligations of the non-defaulting International Underwriters
to provide for the purchase of the International Offer Shares which such defaulting
International Underwriter failed to purchase or tender payment for, but in neithercase will such arrangements relieve such defaulting International Underwriterfrom liability for its default.
10.2 Termination:

11.

10.2.1

Unless otherwise set forth in Schedule 1 hereto, this Agreement shallterminate: (1) at the close of business on the thirtieth day following thelast day for lodging applications under the Hong Kong Public Offering,unless any of such provisions are terminated at such earlier time as theOverall Coordinator may determine by notice to that effect sent to each
International Underwriter; (2) on the date of termination of theInternational Underwriting Agreement if the International Underwriting
Agreement is terminated in accordance with its terms or otherwise prior
to the completion of the International Offering or the Hong Kong Public
Offering; or (3) by agreement among the parties hereto in writing.

10.2.2

Upon the termination of this Agreement, each party shall cease to have
any rights or obligations under this Agreement, save in respect of theprovisions of this Section 10.2 and Sections 8 (Indemnification;
Contribution; Waiver of Liability), 9 (Representations, Warranties andUndertakings) and 12 (Miscellaneous) and any rights and obligations
which may have accrued prior to such termination.

Overall Coordinators
11.1 Overall Coordinators: Where there is more than one overall coordinator, anyreference in this Agreement to the “Overall Coordinator” shall be construed as set
forth in Schedule 1 hereto under the sub-heading “Overall Coordinator”.
11.2 Conflicts: Where there is any conflict between the International Underwriting
Agreement and this Agreement in relation to the roles of the overall coordinators,
the International Underwriting Agreement will prevail.

12.

Miscellaneous
12.1 Confidentiality; Operation of Agreement: This Agreement is confidential andoperates as between the International Underwriters and does not affect their
obligations to the Company under the International Underwriting Agreement.
Subject to this Section 12.1, each party hereto shall, and shall procure that its
directors, officers, employees and agents will treat as strictly confidential all
information received or obtained as a result of entering into or performing thisAgreement which relates to (1) the provisions of this Agreement; (2) thenegotiations relating to this Agreement; (3) the subject matter of this Agreement;or (4) the other parties. Any party hereto may disclose, or permit its directors,
officers, employees and agents to disclose, information which would otherwise be

Page 16confidential if and to the extent (a) required by law, rule or regulation or order ofa court of competent jurisdiction; (b) required by any securities exchange or
regulatory or governmental body to which such party is subject or submits,
wherever situated, including, without limitation, the CSRC, the SEHK and the SFC,
whether or not the requirement for information has the force of law; (c) necessary
for such party to establish any defence or pursue any claim in any legal, arbitration
or regulatory proceeding or investigation; (d) required to vest the full benefit ofthis Agreement in such party; (e) disclosed to the professional advisers andauditors of such party under a duty of confidentiality; (f) the information has comeinto the public domain through no fault of such party; (g) the information becomes
available to such party on a non-confidential basis from a person not known to bebound by any confidentiality agreement with any of the other parties to thisAgreement or to be otherwise prohibited from disclosing the information; (h) theother parties have given prior written approval to the disclosure, such approval
not to be unreasonably withheld or delayed; or (i) (where the disclosure is madeotherwise than by the Overall Coordinator or any of its respective directors,
officers, employees or agents) the Overall Coordinator has given prior written
approval to make the disclosures; provided, however, that in relation to (a) to (d)above, such party shall first consult with the Overall Coordinator prior to making
such disclosure.
12.2 Notices: Save as expressly otherwise provided, all notices delivered hereundershall be in writing and in English and shall be communicated to the addresses,
facsimile numbers or email addresses set forth in Schedule 3 hereto. Any such
notice or other communication shall be addressed as provided in this Section 12.2
and, if so addressed, shall be deemed to have been duly given or made as follows:(1) if sent by personal delivery, upon delivery at the address of the relevant party;(2) if sent by post, two (or five, if posted to or from a place outside Hong Kong)
Business Days after the date of posting; (3) if sent by facsimile, when despatchedwith confirmed receipt as evidenced by the transmission report generated at theend of the transmission of such facsimile by the facsimile machine used for suchtransmission; and (4) if sent by email, when transmitted. A party may notify theother parties to this Agreement of a change to its relevant address, facsimile
number or email address for the purposes of this Section 12.2, provided that such
notification shall only be effective on the date specified in the notification as thedate on which the change is to take place; or if no date is specified or the datespecified is less than two Business Days after the date on which notice is given,
the date falling two Business Days after notice of any such change has been given.
12.3 Not Partners; US Federal Income Tax Considerations: Nothing contained hereinshall constitute the International Underwriters as partners or render any of themliable to make payments otherwise than as herein provided. If, for United States
Federal income tax purposes, the International Underwriters should be deemed toconstitute a partnership, then each International Underwriter elects to be excluded
from the application of Subchapter K, Chapter 1, Subtitle A, of the United States
Internal Revenue Code, as amended.
12.4 Liability of Overall Coordinator; Nature of Duties: The Overall Coordinator shallnot, by virtue of executing this Agreement, have any liability to any other party
for the failure of another International Underwriter to perform its obligations underthe International Underwriting Agreement, the Agreement Between Syndicates orthis Agreement. The duties of the Overall Coordinator shall be administrative andnot fiduciary in nature, and the Overall Coordinator shall be under no liability to
the International Underwriters for any act or omission except for obligations
expressly assumed by it under this Agreement.
12.5 Governing Law: This Agreement shall be governed by and construed in accordancewith the laws of the State of New York, United States of America. Each of theparties hereto irrevocably agrees that any suit, action or proceeding(“Proceedings”) relating to any dispute, differences, claims or other matters

Page 17

arising out of or in connection with this Agreement must be brought in either the
Hong Kong courts or the courts specified in the International Underwriting
Agreement, and it hereby submits to the jurisdiction of such courts in connection
therewith and waives any objection which it may have now or hereafter to thelaying of the venue of any such Proceedings in any such court and any claim thatany such Proceedings have been brought in an inconvenient forum. Each of theparties hereto irrevocably agrees that any writ, summons, order, judgment orother notice of legal process shall be sufficiently and effectively served on it if
delivered in accordance with Section 12.2 (Notices).
12.6 Counterparts: This Agreement may be signed in any number of counterparts, eachof which shall be deemed an original, which taken together shall constitute one
and the same instrument.

Page 18